EXHIBIT 10.69

                     REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this "Agreement") is made and
entered into as of June 23, 2004, by and between Host America
Corporation, a Colorado corporation (the "Company"), and Laurus Master
Fund, Ltd. (the "Purchaser").

     This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof, by and between the Purchaser and
the Company (the "Securities Purchase Agreement"), and pursuant to the
Notes and the Warrants referred to therein.

     The Company and the Purchaser hereby agree as follows:

     1.   DEFINITIONS.  Capitalized terms used and not otherwise defined
herein that are defined in the Securities Purchase Agreement shall have
the meanings given such terms in the Securities Purchase Agreement.  As
used in this Agreement, the following terms shall have the following
meanings:
          "Commission" means the Securities and Exchange Commission.

          "Common Stock" means shares of the Company's common stock, par
value $0.01 per share.

          "Effectiveness Date" means  the 105th day following the date
hereof.

          "Effectiveness Period" shall have the meaning set forth in
Section 2(a).

          "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.

          "Filing Date" means, with respect to the Registration Statement
required to be filed hereunder, a date no later than  thirty (30) days
following the date hereof and with respect to shares of Common Stock
issuable to the Holder as a result of adjustments to the Fixed Conversion
Price made pursuant to Section 3.4 of either Note or Section 4 of the
Warrant or otherwise, thirty (30) days after the occurrence such event or
the date of the adjustment of the Fixed Conversion Price.

          "Holder" or "Holders" means the Purchaser or any of its
affiliates or transferees to the extent any of them hold Registrable
Securities.

          "Indemnified Party" shall have the meaning set forth in Section
5(c).

          "Indemnifying Party" shall have the meaning set forth in
Section 5(c).

          "Note" has the meaning set forth in the Securities Purchase
Agreement.

<PAGE>
          "Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

          "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of
the Registrable Securities covered by the Registration Statement, and all
other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus.

          "Registrable Securities" means the shares of Common Stock
issued upon the conversion of the Notes and issuable upon exercise of the
Warrants.

          "Registration Statement" means each registration statement
required to be filed hereunder, including the Prospectus, amendments and
supplements to such registration statement or Prospectus, including pre-
and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in
such registration statement.

          "Rule 144" means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.

          "Rule 415" means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.

          "Rule 424" means Rule 424 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.

          "Securities Act" means the Securities Act of 1933, as amended,
and any successor statute.

          "Securities Purchase Agreement" means the agreement between the
parties hereto calling for the issuance by the Company of an aggregate
principal amount of $8,000,000 of convertible Notes plus Warrants.

<PAGE>
          "Trading Market" means any of the NASD OTC Bulletin Board,
NASDAQ SmallCap Market, the Nasdaq National Market, the American Stock
Exchange or the New York Stock Exchange.

          "Warrants" means the Common Stock purchase warrants issued
pursuant to the Securities Purchase Agreement.

     2.   REGISTRATION.

          (a)  On or prior to the Filing Date the Company shall prepare
     and file with the Commission a Registration Statement covering the
     Registrable Securities for an offering to be made on a continuous
     basis pursuant to Rule 415.  The Registration Statement shall be on
     Form SB-2 (except if the Company is not then eligible to register
     for resale the Registrable Securities on Form SB-2, in which case
     such registration shall be on another appropriate form in accordance
     herewith).  The Company shall cause the Registration Statement to
     become effective and remain effective as provided herein.  The
     Company shall use its reasonable commercial efforts to cause the
     Registration Statement to be declared effective under the Securities
     Act as promptly as possible after the filing thereof, but in any
     event no later than the Effectiveness Date.  The Company shall use
     its reasonable commercial efforts to keep the Registration Statement
     continuously effective under the Securities Act until the date which
     is the earlier date of when (i) all Registrable Securities have been
     sold or (ii) all Registrable Securities may be sold immediately
     without registration under the Securities Act and without volume
     restrictions pursuant to Rule 144(k), as determined by the counsel
     to the Company pursuant to a written opinion letter to such effect,
     addressed and acceptable to the Company's transfer agent and the
     affected Holders (the  "Effectiveness Period").

          (b)  If: (i) the Registration Statement is not filed on or
     prior to the Filing Date; (ii) the Registration Statement is not
     declared effective by the Commission by the Effectiveness Date;
     (iii) after the Registration Statement is filed with and declared
     effective by the Commission, the Registration Statement ceases to be
     effective (by suspension or otherwise) as to all Registrable
     Securities to which it is required to relate at any time prior to
     the expiration of the Effectiveness Period (without being succeeded
     immediately by an additional registration statement filed and
     declared effective) for a period of time which shall exceed 30 days
     in the aggregate per year or more than 20 consecutive calendar days
     (defined as a period of 365 days commencing on the date the
     Registration Statement is declared effective); or (iv) the Common
     Stock is not listed or quoted, or is suspended from trading on any
     Trading Market for a period of three (3) consecutive Trading Days
     (provided the Company shall not have been able to cure such trading
     suspension within 30 days of the notice thereof or list the Common
     Stock on another Trading Market); (any such failure or breach being
     referred to as an "Event," and for purposes of clause (i) or (ii)
     the date on which such Event occurs, or for purposes of clause (iii)
     the date which such 30 day or 20 consecutive day period (as the case
     may be) is exceeded, or for purposes of clause

<PAGE>
     (iv) the date on which such three (3) Trading Day period is
     exceeded, being referred to as "Event Date"), then until the
     applicable Event is cured, the Company shall pay to each Holder an
     amount in cash, as liquidated damages and not as a penalty, equal to
     2.0% for each thirty (30) day period (prorated for partial periods)
     on a daily basis of the original aggregate principal amount of the
     Notes.  While such Event continues, such liquidated damages shall be
     paid not less often than each thirty (30) days.  Any unpaid
     liquidated damages as of the date when an Event has been cured by
     the Company shall be paid within three (3) days following the date
     on which such Event has been cured by the Company.  Notwithstanding
     anything herein to the contrary, no liquidated damages shall be paid
     by the Company if the Company is unable to have the Registration
     Statement declared effective or remain effective because of the
     Purchaser's failure to: (i) provide information to the Company or
     any third party in connection therewith; and/or (ii) comply with any
     rule, regulation, order or request of  the Securities and Exchange
     Commission or any other governmental entity or authority or the
     Company's Trading Market.

          (c)  Within three business days of the Effectiveness Date, the
     Company shall cause its counsel to issue a blanket opinion in the
     form attached hereto as Exhibit A, to the transfer agent stating
     that the shares are subject to an effective registration statement
     and can be reissued free of restrictive legend upon notice of a sale
     by Laurus and confirmation by Laurus that it has complied with the
     prospectus delivery requirements, provided that the Company has not
     advised the transfer agent orally or in writing that the opinion has
     been withdrawn. Copies of the blanket opinion required by this
     Section  2(c) shall be delivered to Laurus within the time frame set
     forth above.

     3.   REGISTRATION PROCEDURES.  If and whenever the Company is
required by the provisions hereof to effect the registration of any
Registrable Securities under the Securities Act, the Company will, as
expeditiously as possible:

          (a)  prepare and file with the Commission the Registration
     Statement with respect to such Registrable Securities, respond as
     promptly as possible to any comments received from the Commission,
     and use its best efforts to cause the Registration Statement to
     become and remain effective for the Effectiveness Period with
     respect thereto, and promptly provide to the Purchaser copies of all
     filings and Commission letters of comment relating thereto;

          (b)  prepare and file with the Commission such amendments and
     supplements to the Registration Statement and the Prospectus used in
     connection therewith as may be necessary to comply with the
     provisions of the Securities Act with respect to the disposition of
     all Registrable Securities covered by the Registration Statement and
     to keep such Registration Statement effective until the expiration
     of the Effectiveness Period;

<PAGE>
          (c)  furnish to the Purchaser such number of copies of the
     Registration Statement and the Prospectus included therein
     (including each preliminary Prospectus) as the Purchaser reasonably
     may request to facilitate the public sale or disposition of the
     Registrable Securities covered by the Registration Statement;

          (d)  use its commercially reasonable efforts to register or
     qualify the Purchaser's Registrable Securities covered by the
     Registration Statement under the securities or "blue sky" laws of
     such jurisdictions within the United States as the Purchaser may
     reasonably request, provided, however, that the Company shall not
     for any such purpose be required to qualify generally to transact
     business as a foreign corporation in any jurisdiction where it is
     not so qualified or to consent to general service of process in any
     such jurisdiction;

          (e)  list the Registrable Securities covered by the
     Registration Statement with any securities exchange on which the
     Common Stock of the Company is then listed;

          (f)  immediately notify the Purchaser at any time when a
     Prospectus relating thereto is required to be delivered under the
     Securities Act, of the happening of any event of which the Company
     has knowledge as a result of which the Prospectus contained in such
     Registration Statement, as then in effect, includes an untrue
     statement of a material fact or omits to state a material fact
     required to be stated therein or necessary to make the statements
     therein not misleading in light of the circumstances then existing;
     and

          (g)  make available for inspection by the Purchaser and any
     attorney, accountant or other agent retained by the Purchaser, all
     publicly available, non-confidential financial and other records,
     pertinent corporate documents and properties of the Company, and
     cause the Company's officers, directors and employees to supply all
     publicly available, non-confidential information reasonably
     requested by the attorney, accountant or agent of the Purchaser.

     4.   REGISTRATION EXPENSES.  All expenses relating to the Company's
compliance with Sections 2 and 3 hereof, including, without limitation,
all registration and filing fees, printing expenses, fees and
disbursements of counsel and independent public accountants for the
Company, fees and expenses (including reasonable counsel fees) incurred
in connection with complying with state securities or "blue sky" laws,
fees of the NASD, transfer taxes, fees of transfer agents and registrars,
fees of, and disbursements incurred by, one counsel for the Holders (to
the extent such counsel is required due to Company's failure to meet any
of its obligations hereunder), are called "Registration Expenses". All
selling commissions applicable to the sale of Registrable Securities,
including any fees and disbursements of any special counsel to the
Holders beyond those included in Registration Expenses, are called
"Selling Expenses."   The Company shall only be responsible for all
Registration Expenses.

<PAGE>

     5.   INDEMNIFICATION.

          (a)  In the event of a registration of any Registrable
     Securities under the Securities Act pursuant to this Agreement, the
     Company will indemnify and hold harmless the Purchaser, and its
     officers, directors and each other person, if any, who controls the
     Purchaser within the meaning of the Securities Act, against any
     losses, claims, damages or liabilities, joint or several, to which
     the Purchaser, or such persons may become subject under the
     Securities Act or otherwise, insofar as such losses, claims, damages
     or liabilities (or actions in respect thereof) arise out of or are
     based upon any untrue statement or alleged untrue statement of any
     material fact contained in any Registration Statement under which
     such Registrable Securities were registered under the Securities Act
     pursuant to this Agreement, any preliminary Prospectus or final
     Prospectus contained therein, or any amendment or supplement
     thereof, or arise out of or are based upon the omission or alleged
     omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading,
     and will reimburse the Purchaser, and each such person for any
     reasonable legal or other expenses incurred by them in connection
     with investigating or defending any such loss, claim, damage,
     liability or action; provided, however, that the Company will not be
     liable in any such case if and to the extent that any such loss,
     claim, damage or liability arises out of or is based upon an untrue
     statement or alleged untrue statement or omission or alleged
     omission so made in conformity with information furnished by or on
     behalf of the Purchaser or any such person in writing specifically
     for use in any such document.

          (b)  In the event of a registration of the Registrable
     Securities under the Securities Act pursuant to this Agreement, the
     Purchaser will indemnify and hold harmless the Company, and its
     officers, directors and each other person, if any, who controls the
     Company within the meaning of the Securities Act, against all
     losses, claims, damages or liabilities, joint or several, to which
     the Company or such persons may become subject under the Securities
     Act or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or are
     based upon any untrue statement or alleged untrue statement of any
     material fact which was furnished in writing by the Purchaser to the
     Company expressly for use in (and such information is contained in)
     the Registration Statement under which such Registrable Securities
     were registered under the Securities Act pursuant to this Agreement,
     any preliminary Prospectus or final Prospectus contained therein, or
     any amendment or supplement thereof, or arise out of or are based
     upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the
     statements therein not misleading, and will reimburse the Company
     and each such person for any reasonable legal or other expenses
     incurred by them in connection with investigating or defending any
     such loss, claim, damage, liability or action, provided, however,
     that the Purchaser will be liable in any such case if and only to
     the extent that any such loss, claim, damage or liability arises out
     of or is based upon an untrue statement or alleged untrue statement
     or omission or alleged omission so made in conformity with
     information furnished in writing to the

<PAGE>
     Company by or on behalf of the Purchaser specifically for use in any
     such document.  Notwithstanding the provisions of this paragraph,
     the Purchaser shall not be required to indemnify any person or
     entity in excess of the amount of the aggregate net proceeds
     received by the Purchaser in respect of Registrable Securities in
     connection with any such registration under the Securities Act.

          (c)  Promptly after receipt by a party entitled to claim
     indemnification hereunder (an "Indemnified Party") of notice of the
     commencement of any action, such Indemnified Party shall, if a claim
     for indemnification in respect thereof is to be made against a party
     hereto obligated to indemnify such Indemnified Party (an
     "Indemnifying Party"), notify the Indemnifying Party in writing
     thereof, but the omission so to notify the Indemnifying Party shall
     not relieve it from any liability which it may have to such
     Indemnified Party other than under this Section 5(c) and shall only
     relieve it from any liability which it may have to such Indemnified
     Party under this Section 5(c) if and to the extent the Indemnifying
     Party is prejudiced by such omission. In case any such action shall
     be brought against any Indemnified Party and it shall notify the
     Indemnifying Party of the commencement thereof, the Indemnifying
     Party shall be entitled to participate in and, to the extent it
     shall wish, to assume and undertake the defense thereof with counsel
     satisfactory to such Indemnified Party, and, after notice from the
     Indemnifying Party to such Indemnified Party of its election so to
     assume and undertake the defense thereof, the Indemnifying Party
     shall not be liable to such Indemnified Party under this Section
     5(c) for any legal expenses subsequently incurred by such
     Indemnified Party in connection with the defense thereof; if the
     Indemnified Party retains its own counsel, then the Indemnified
     Party shall pay all fees, costs and expenses of such counsel,
     provided, however, that, if the defendants in any such action
     include both the indemnified party and the Indemnifying Party and
     the Indemnified Party shall have reasonably concluded that there may
     be reasonable defenses available to it which are different from or
     additional to those available to the Indemnifying Party or if the
     interests of the Indemnified Party reasonably may be deemed to
     conflict with the interests of the Indemnifying Party, the
     Indemnified Party shall have the right to select one separate
     counsel and to assume such legal defenses and otherwise to
     participate in the defense of such action, with the reasonable
     expenses and fees of such separate counsel and other expenses
     related to such participation to be reimbursed by the Indemnifying
     Party as incurred.

          (d)  In order to provide for just and equitable contribution in
     the event of joint liability under the Securities Act in any case in
     which either (i) the Purchaser, or any officer, director or
     controlling person of the Purchaser, makes a claim for
     indemnification pursuant to this Section 5 but it is judicially
     determined (by the entry of a final judgment or decree by a court of
     competent jurisdiction and the expiration of time to appeal or the
     denial of the last right of appeal) that such indemnification may
     not be enforced in such case notwithstanding the fact that this
     Section 5 provides for indemnification in such case, or (ii)
     contribution under the Securities Act may be required on the part of
     the Purchaser or such officer, director or controlling person of

<PAGE>
     the Purchaser in circumstances for which indemnification is provided
     under this Section 5; then, and in each such case, the Company and
     the Purchaser will contribute to the aggregate losses, claims,
     damages or liabilities to which they may be subject (after
     contribution from others) in such proportion so that the Purchaser
     is responsible only for the portion represented by the percentage
     that the public offering price of its securities offered by the
     Registration Statement bears to the public offering price of all
     securities offered by such Registration Statement, provided,
     however, that, in any such case, (A) the Purchaser will not be
     required to contribute any amount in excess of the public offering
     price of all such securities offered by it pursuant to such
     Registration Statement; and (B) no person or entity guilty of
     fraudulent misrepresentation (within the meaning of Section 10(f) of
     the Act) will be entitled to contribution from any person or entity
     who was not guilty of such fraudulent misrepresentation.

     6.   REPRESENTATIONS AND WARRANTIES.

          (a)  The Common Stock of the Company is registered pursuant to
     Section 12(b) or 12(g) of the Exchange Act and, except with respect
     to certain matters which the Company has disclosed to the Purchaser
     on Schedule 4.21 to the Securities Purchase Agreement, the Company
     has timely filed all proxy statements, reports, schedules, forms,
     statements and other documents required to be filed by it under the
     Exchange Act.  The Company has filed (i) its Annual Report on Form
     10-KSB for its fiscal year ended June 30, 2003, (ii) its Quarterly
     Report on Form 10-QSB for its fiscal quarters  ended September 30,
     2003, December 31, 2004 and March 31, 2004, and (iii) the Form 8-K
     filings which it has made during its fiscal year ending June 30,
     2004.  Each SEC Report was, at the time of its filing, in
     substantial compliance with the requirements of its respective form
     and none of the SEC Reports, nor the financial statements (and the
     notes thereto) included in the SEC Reports, as of their respective
     filing dates, contained any untrue statement of a material fact or
     omitted to state a material fact required to be stated therein or
     necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading.  The
     financial statements of the Company included in the SEC Reports
     comply as to form in all material respects with applicable
     accounting requirements and the published rules and regulations of
     the Commission or other applicable rules and regulations with
     respect thereto.  Such financial statements have been prepared in
     accordance with generally accepted accounting principles ("GAAP")
     applied on a consistent basis during the periods involved (except
     (i) as may be otherwise indicated in such financial statements or
     the notes thereto or (ii) in the case of unaudited interim
     statements, to the extent they may not include footnotes or may be
     condensed) and fairly present in all material respects the financial
     condition, the results of operations and the cash flows of the
     Company and its subsidiaries, on a consolidated basis, as of, and
     for, the periods presented in each such SEC Report.

          (b)  The Common Stock is listed for trading on the Nasdaq
     SmallCap Market and satisfies all requirements for the continuation
     of such listing.  The

<PAGE>
     Company has not received any notice that its Common Stock will be
     delisted from the Nasdaq SmallCap Market (except for prior notices
     which have been fully remedied) or that the Common Stock does not
     meet all requirements for the continuation of such listing.

          (c)  Neither the Company, nor any of its affiliates, nor any
     person acting on its or their behalf, has directly or indirectly
     made any offers or sales of any security or solicited any offers to
     buy any security under circumstances that would cause the offering
     of the Securities pursuant to the Securities Purchase Agreement to
     be integrated with prior offerings by the Company for purposes of
     the Securities Act which would prevent the Company from selling the
     Common Stock pursuant to Rule 506 under the Securities Act, or any
     applicable exchange-related stockholder approval provisions, nor
     will the Company or any of its affiliates or subsidiaries take any
     action or steps that would cause the offering of the Securities to
     be integrated with other offerings.

          (d)  The Warrants, the Notes and the shares of Common Stock
     which the Purchaser may acquire pursuant to the Warrants and the
     Notes are all restricted securities under the Securities Act as of
     the date of this Agreement.  The Company will not issue any stop
     transfer order or other order impeding the sale and delivery of any
     of the Registrable Securities at such time as such Registrable
     Securities are registered for public sale or an exemption from
     registration is available, except as required by federal or state
     securities laws.

          (e)  The Company understands the nature of the Registrable
     Securities issuable upon the conversion of the Notes and the
     exercise of the Warrant and recognizes that the issuance of such
     Registrable Securities may have a potential dilutive effect.  The
     Company specifically acknowledges that its obligation to issue the
     Registrable Securities is binding upon the Company and enforceable
     regardless of the dilution such issuance may have on the ownership
     interests of other shareholders of the Company.

          (f)  Except for agreements made in the ordinary course of
     business, there is no agreement that has not been filed with the
     Commission as an exhibit to a registration statement or to a form
     required to be filed by the Company under the Exchange Act, the
     breach of which could reasonably be expected to have a material and
     adverse effect on the Company and its subsidiaries, or would
     prohibit or otherwise interfere with the ability of the Company to
     enter into and perform any of its obligations under this Agreement
     in any material respect.

          (g)  The Company will at all times have authorized and reserved
     a sufficient number of shares of Common Stock for the full
     conversion of the Notes and exercise of the Warrants.

<PAGE>
     7.   MISCELLANEOUS.

          (a)  REMEDIES.  In the event of a breach by the Company or by a
     Holder, of any of their respective obligations under this Agreement,
     each Holder or the Company, as the case may be, in addition to being
     entitled to exercise all rights granted by law and under this
     Agreement, including recovery of damages, will be entitled to
     specific performance of its rights under this Agreement.

          (b)  NO PIGGYBACK ON REGISTRATIONS.  Except as and to the
     extent specified in Schedule 7(b) hereto, neither the Company nor
     any of its security holders (other than the Holders in such capacity
     pursuant hereto) may include securities of the Company in any
     Registration Statement other than the Registrable Securities, and
     the Company shall not after the date hereof enter into any agreement
     providing any such right for inclusion of shares in the Registration
     Statement to any of its security holders. Except as and to the
     extent specified in Schedule 7(b) hereto, the Company has not
     previously entered into any agreement granting any registration
     rights with respect to any of its securities to any Person that have
     not been fully satisfied.

          (c)  COMPLIANCE.  Each Holder covenants and agrees that it will
     comply with the prospectus delivery requirements of the Securities
     Act as applicable to it in connection with sales of Registrable
     Securities pursuant to the Registration Statement.

          (d)  DISCONTINUED DISPOSITION.  Each Holder agrees by its
     acquisition of such Registrable Securities that, upon receipt of a
     notice from the Company of the occurrence of a Discontinuation Event
     (as defined below), such Holder will forthwith discontinue
     disposition of such Registrable Securities under the applicable
     Registration Statement until such Holder's receipt of the copies of
     the supplemented Prospectus and/or amended Registration Statement or
     until it is advised in writing (the "Advice") by the Company that
     the use of the applicable Prospectus may be resumed, and, in either
     case, has received copies of any additional or supplemental filings
     that are incorporated or deemed to be incorporated by reference in
     such Prospectus or Registration Statement. The Company may provide
     appropriate stop orders to enforce the provisions of this paragraph.
     For purposes of this Section 7(d), a "Discontinuation Event" shall
     mean (i) when the Commission notifies the Company whether there will
     be a "review" of such Registration Statement and whenever the
     Commission comments in writing on such Registration Statement (the
     Company shall provide true and complete copies thereof and all
     written responses thereto to each of the Holders); (ii) any request
     by the Commission or any other Federal or state governmental
     authority for amendments or supplements to such Registration
     Statement or Prospectus or for additional information; (iii) the
     issuance by the Commission of any stop order suspending the
     effectiveness of such Registration Statement covering any or all of
     the Registrable Securities or the initiation of any Proceedings for
     that purpose; (iv) the receipt by the Company of any notification
     with respect to the suspension of the qualification or exemption
     from qualification of any of the Registrable Securities for sale in
     any jurisdiction, or the initiation or threatening of any Proceeding
     for such purpose; and/or (v) the occurrence of any

<PAGE>
     event or passage of time that makes the financial statements
     included in such Registration Statement ineligible for inclusion
     therein or any statement made in such Registration Statement or
     Prospectus or any document incorporated or deemed to be incorporated
     therein by reference untrue in any material respect or that requires
     any revisions to such Registration Statement, Prospectus or other
     documents so that, in the case of such Registration Statement or
     Prospectus, as the case may be, it will not contain any untrue
     statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements
     therein, in light of the circumstances under which they were made,
     not misleading.

          (e)  PIGGY-BACK REGISTRATIONS.  If at any time during the
     Effectiveness Period there is not an effective Registration
     Statement covering all of the Registrable Securities and the Company
     shall determine to prepare and file with the Commission a
     registration statement relating to an offering for its own account
     or the account of others under the Securities Act of any of its
     equity securities, other than on Form S-4 or Form S-8 (each as
     promulgated under the Securities Act) or their then equivalents
     relating to equity securities to be issued solely in connection with
     any acquisition of any entity or business or equity securities
     issuable in connection with stock option or other employee benefit
     plans, then the Company shall send to each Holder written notice of
     such determination and, if within fifteen days after receipt of such
     notice, any such Holder shall so request in writing, the Company
     shall include in such registration statement all or any part of such
     Registrable Securities such holder requests to be registered to the
     extent the Company may do so without violating registration rights
     of others which exist as of the date of this Agreement, subject to
     customary underwriter cutbacks applicable to all holders of
     registration rights and subject to obtaining any required the
     consent of any selling stockholder(s) to such inclusion under such
     registration statement.

          (f)  AMENDMENTS AND WAIVERS.  The provisions of this Agreement,
     including the provisions of this sentence, may not be amended,
     modified or supplemented, and waivers or consents to departures from
     the provisions hereof may not be given, unless the same shall be in
     writing and signed by the Company and the Holders of the then
     outstanding Registrable Securities. Notwithstanding the foregoing, a
     waiver or consent to depart from the provisions hereof with respect
     to a matter that relates exclusively to the rights of certain
     Holders and that does not directly or indirectly affect the rights
     of other Holders may be given by Holders of at least a majority of
     the Registrable Securities to which such waiver or consent relates;
     provided, however, that the provisions of this sentence may not be
     amended, modified, or supplemented except in accordance with the
     provisions of the immediately preceding sentence.

          (g)  NOTICES.  Any notice or request hereunder may be given to
     the Company or the Purchaser at the respective addresses set forth
     below or as may hereafter be specified in a notice designated as a
     change of address under this Section 7(g).  Any notice or request
     hereunder shall be given by registered or certified mail,

<PAGE>
     return receipt requested, hand delivery, overnight mail, Federal
     Express or other national overnight next day carrier (collectively,
     "Courier") or telecopy (confirmed by mail).  Notices and requests
     shall be, in the case of those by hand delivery, deemed to have been
     given when delivered to any party to whom it is addressed, in the
     case of those by mail or overnight mail, deemed to have been given
     three (3) business days after the date when deposited in the mail or
     with the overnight mail carrier, in the case of a Courier, the next
     business day following timely delivery of the package with the
     Courier, and, in the case of a telecopy, when confirmed.  The
     address for such notices and communications shall be as follows:

          IF TO THE COMPANY:       Host America Corporation
                                   2 Broadway
                                   Hamden, CT 06518

                                   Attention:   Dave Murphy
                                   Facsimile:   203-230-8667

                                   WITH A COPY TO:

                                   Berman and Sable LLC
                                   One Financial Plaza
                                   Hartford, CT 06103

                                   Attention:   Steven A. Berman, Esq.
                                   Facsimile:   860-527-9077

          IF TO A PURCHASER:       To the address set forth under such
                                   Purchaser name on the signature
                                   pages hereto.


          IF TO ANY OTHER PERSON
          WHO IS THEN THE
          REGISTERED HOLDER:       To the address of such Holder as it
                                   appears in the stock transfer books
                                   of the Company

     or such other address as may be designated in writing hereafter in
     accordance with this Section 7(g) by such Person.

          (h)  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
     benefit of and be binding upon the successors and permitted assigns
     of each of the parties and shall inure to the benefit of each
     Holder. The Company may not assign its rights or obligations
     hereunder without the prior written consent of each Holder.  Each
     Holder may assign their respective rights hereunder in the manner
     and to the Persons as permitted under the Notes and the Securities
     Purchase Agreement with the prior written consent of the Company,
     which consent shall not be unreasonably withheld.

          (i)  EXECUTION AND COUNTERPARTS.  This Agreement may be
     executed in any number of counterparts, each of which when so
     executed shall be deemed to be an

<PAGE>
     original and, all of which taken together shall constitute one and
     the same Agreement. In the event that any signature is delivered by
     facsimile transmission, such signature shall create a valid binding
     obligation of the party executing (or on whose behalf such signature
     is executed) the same with the same force and effect as if such
     facsimile signature were the original thereof.

          (j)  GOVERNING LAW.  All questions concerning the construction,
     validity, enforcement and interpretation of this Agreement shall be
     governed by and construed and enforced in accordance with the
     internal laws of the State of New York, without regard to the
     principles of conflicts of law thereof. Each party agrees that all
     Proceedings concerning the interpretations, enforcement and defense
     of the transactions contemplated by this Agreement shall be
     commenced exclusively in the state and federal courts sitting in the
     City of New York, Borough of Manhattan. Each party hereto hereby
     irrevocably submits to the exclusive jurisdiction of the state and
     federal courts sitting in the City of New York, Borough of Manhattan
     for the adjudication of any dispute hereunder or in connection
     herewith or with any transaction contemplated hereby or discussed
     herein, and hereby irrevocably waives, and agrees not to assert in
     any Proceeding, any claim that it is not personally subject to the
     jurisdiction of any such court, that such Proceeding is improper.
     Each party hereto hereby irrevocably waives personal service of
     process and consents to process being served in any such Proceeding
     by mailing a copy thereof via registered or certified mail or
     overnight delivery (with evidence of delivery) to such party at the
     address in effect for notices to it under this Agreement and agrees
     that such service shall constitute good and sufficient service of
     process and notice thereof. Nothing contained herein shall be deemed
     to limit in any way any right to serve process in any manner
     permitted by law. Each party hereto hereby irrevocably waives, to
     the fullest extent permitted by applicable law, any and all right to
     trial by jury in any legal proceeding arising out of or relating to
     this Agreement or the transactions contemplated hereby. If either
     party shall commence a Proceeding to enforce any provisions of a
     Transaction Document, then the prevailing party in such Proceeding
     shall be reimbursed by the other party for its reasonable attorneys
     fees and other costs and expenses incurred with the investigation,
     preparation and prosecution of such Proceeding.

          (k)  CUMULATIVE REMEDIES.  The remedies provided herein are
     cumulative and not exclusive of any remedies provided by law.

          (l)  SEVERABILITY.  If any term, provision, covenant or
     restriction of this Agreement is held by a court of competent
     jurisdiction to be invalid, illegal, void or unenforceable, the
     remainder of the terms, provisions, covenants and restrictions set
     forth herein shall remain in full force and effect and shall in no
     way be affected, impaired or invalidated, and the parties hereto
     shall use their reasonable efforts to find and employ an alternative
     means to achieve the same or substantially the same result as that
     contemplated by such term, provision, covenant or restriction. It is
     hereby stipulated and declared to be the intention of the parties
     that they would have

<PAGE>
     executed the remaining terms, provisions, covenants and restrictions
     without including any of such that may be hereafter declared
     invalid, illegal, void or unenforceable.

          (m)  HEADINGS.  The headings in this Agreement are for
     convenience of reference only and shall not limit or otherwise
     affect the meaning hereof.

               [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                         SIGNATURE PAGE FOLLOWS]















<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.

HOST AMERICA CORPORATION           LAURUS MASTER FUND, LTD.


By:    /s/ David Murphy            By:    /s/ David Grin
       -------------------------          -------------------------
Name:  David Murphy                Name:  David Grin
       -------------------------          -------------------------
Title: CFO                         Title: Managing Partner
       -------------------------          -------------------------

                                   ADDRESS FOR NOTICES:

                                   825 Third Avenue - 14th Floor
                                   New York, NY  10022
                                   Attention:   David Grin
                                   Facsimile:   212-541-4434









<PAGE>
                                EXHIBIT A

                            [Month  __, 2004]

[Continental Stock Transfer
   & Trust Company
Two Broadway
New York, NY  10004
Attn:  William Seegraber]


          Re:  Host America Corporation. Registration Statement on Form
               SB-2

Ladies and Gentlemen:

     As counsel to Host America Corporation, a Colorado corporation (the
"Company"), we have been requested to render our opinion to you in
connection with the resale by the individuals or entitles listed on
Schedule A attached hereto (the "Selling Stockholders"), of an aggregate
of [amount]shares (the "Shares") of the Company's Common Stock.

     A Registration Statement on Form SB-2 under the Securities Act of
1933, as amended (the "Act"), with respect to the resale of the Shares
was declared effective by the Securities and Exchange Commission on
[date].  Enclosed is the Prospectus dated [date].  We understand that the
Shares are to be offered and sold in the manner described in the
Prospectus.

     Based upon the foregoing, upon request by the Selling Stockholders
at any time while the registration statement remains effective, it is our
opinion that the Shares have been registered for resale under the Act and
new certificates evidencing the Shares upon their transfer or
re-registration by the Selling Stockholders may be issued without
restrictive legend.  We will advise you if the registration statement is
not available or effective at any point in the future.

                              Very truly yours,


                              [Company counsel]



<PAGE>
                               SCHEDULE A

                                                        Shares
Selling Stockholder                                  Being Offered
-------------------                                  -------------